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TERMS AND CONDITIONS <br />The Engineering Services Contract for the defined Scope of Services <br />requested by the Customer is subject to the following terms and <br />conditions: <br />1. The LCRA shall perform all engineering work defined in theScope <br />of Services under the supervision of a Texas licensed professional <br />engineer and in accordance with applicable industry standards and <br />the National Electric Safety Code. <br />2. Changes in Scope of Services may be made only by a written change <br />order signed by representatives of Customer and the LCRA. Verbal <br />change orders shall not be given nor accepted, except in case of an <br />emergency which endangers people or property and such order shall <br />be followed up with a written confirmation as soon aspracticable. <br />3. If material is included in the Scope of Services, all material shall <br />meet or exceed the minimum requirements of the applicable LCRA <br />and RUS material specifications. The LCRA shall not be responsible <br />for malfunctions of the material due to manufacturing defects, <br />system disturbances, lightning, or other abnormal causes. <br />d. THE TOTAL LIABILITY OF LCRA ARISING OUT OF <br />THIS CONTRACT AND THE WORK PERFORMED <br />HEREUNDER WILL NOT EXCEED AN AMOUNT EQUAL <br />TO THE FEES PAID TO LCRA UNDER THIS CONTRACT, <br />AND LCRA WILL NOT BE LIABLE FOR INDIRECT, <br />PUNITIVE, INCIDENTAL, SPECIAL, OR <br />CONSEQUENTIAL DAMAGES, INCLUDING LOST <br />PROFITS. IN NO EVENT SHALL ANY OFFICER, <br />DIRECTOR, EMPLOYEE OR AFFILIATE (OR <br />AFFILIATE'S OFFICER, DIRECTOR OR EMPLOYEE) OF <br />LCRA BE LIABLE TO CUSTOMER UNDER THIS <br />CONTRACT, AND CUSTOMER'S SOLE RECOURSE <br />UNDER THIS CONTRACT SHALL BE AGAINST LCRA <br />AND NOT AGAINST SUCH OTHER PERSONS. THE <br />LIMITATIONS ON LIABILITY AND REMEDIES IN THIS <br />PARAGRAPH WILL APPLY REGARDLESS OF <br />WHETHER THE LIABILITY OR CAUSE OF ACTION <br />ARISES IN CONTRACT, WARRANTY, INDEMNITY, <br />TORT (INCLUDING NEGLIGENCE), STRICT LIABILTY <br />OR OTHERWISE. NOTHING IN THIS CONTRACT SHALL <br />BE CONSTRUED TO WAIVE LCRA'S GOVERNMENTAL <br />IMMUNITY. <br />The LCRA shall invoice the Customer for the actual LCRA costs <br />plus administrative adders in effect at the time of execution of this <br />Contract. Customer by executing this Contract has agreed that the <br />current administrative adders have been examined and accepted by <br />the Customer LCRA may invoice for progress payments for the <br />services completed to date during the course of the work but <br />invoices may be submitted no more frequently than monthly. The <br />customer shall promptly pay the full invoiced amounts. <br />6. The term of this Contract shall be the duration of the work. The <br />Contract may be terminated at any tone by either party upon written <br />notice to the other party. When the Contract is terminated by either <br />party, the Customer shall pay for services rendered under this <br />Contract up to the date of termination. <br />T There are no third party beneficiaries to this Contract and the <br />provisions of this Contract shall not create any legal or equitable right <br />remedy or claiin enforceable by any person, firm, or organization other <br />than the parties and their pennitted successors and permitted assigns. <br />8. This Contract may not be assigned by either Party without the <br />express written consent of the other Party. <br />(a). Labor and Services. LCRA shall perform all services in <br />accordance with applicable and acceptable industry practice and in <br />a good workmanlike manner, suitable for the proposed usage of any <br />equipment installed or services performed and in full accordance <br />with all installation instructions and requirements of the material <br />manufacturer and supplier. Should any of the services of LCRA <br />prove to be inadequate, inaccurate, or unsatisfactory through human <br />error, omission, or otherwise, LCRA shall perform corrective <br />services of the type originally undertaken. Corrective services <br />required prior to acceptance of the work shall be performed by <br />LCRA at LCRA's expense including the repair or replacement of <br />equipment damaged by LCRA's actions. Corrective services <br />required after acceptance of the work shall be performed by LCRA <br />without charge to the Customer, provided the Customer requests <br />corrective services in writing within one (1) year from the <br />acceptance of the work. LCRA shall not be liable for labor costs to <br />correct errors, omissions, or deficiencies after the expiration of one <br />year from acceptance of the work. <br />(b). Manufacturer's Warranties. LCRA shall assign to <br />Customer, as the end-user, any applicable material or supply <br />warranties provided by the LCRA's vendors. All warranty <br />documentation shall be furnished to the Customer before the project <br />is accepted. LCRA will be fully responsible for any error, omission <br />or deficiency in its work which reduces the validity of duration of <br />any manufacturer's warranty. <br />(c). LCRA makes no representation, either express or implied, <br />that the work performed pursuant to this Contract is compliant with <br />the North American Electric Reliability Corporation ("NERC") <br />Reliability Standards revised after the time the Contract was <br />executed, as they may be amended or updated from time -to time. It <br />shall be the sole responsibility of the Customer to assure that any <br />work performed by LCRA will not result in being assessed fines <br />and/or penalties, or being required to perform mitigation, or <br />remediation of a NERC Reliability Standards violation. <br />COMPLIANCE -RELATED ACTIVITIES AND THE <br />RETENTION OF OBJECTIVE EVIDENCE IS THE <br />OBLIGATION OF THE CUSTOMER. <br />(d). OTHER THAN THE EXPRESS LIIVHTED <br />WARRANTIES IN THIS PARAGRAPH 9, THERE ARE NO <br />OTHER WARRANTIES, EXPRESS OR IMPLIED. LCRA <br />DISCLAIMS ANY WARRANTY OF MERCHANTABILITY <br />OR FITNESS FOR A PARTICULAR PURPOSE. <br />10. This Contract together with the Scope of Services and any attached <br />Teelmical Services Agreement represents and contains the entire <br />agreement and understanding between the LCRA and Customer with <br />respect to the subject matter of this Contract and supersedes any and <br />all prior or contemporaneous oral and/or written agreements and <br />understandings regarding the defined scope of services. No <br />representations, warranty, condition, understanding or agreement of <br />any kind with respect to the subject matter of this Contract shall be <br />relied upon by the LCRA and Customer unless incorporated into this <br />Contract. This Contract may not be amended or modified except in <br />writing and executed both by an authorized representative of the <br />LCRA and byan authorized representative of the Customer. <br />Cost Plus - Rev. 03 November 07, 2018 (a <br />